UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
BADGER PAPER MILLS, INC.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
056543 10 1
(CUSIP Number)
Check the following box if a fee is being paid with this
statement [X]. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Adrian<PAGE>
SCHEDULE 13G
CUSIP No. 056543 10 1
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Walter F. Adrian
2. Check the Appropriate Box if a Member of a Group*
(a) [ ] (b) [X]
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power
112,000
6. Shared Voting Power
0
7. Sole Dispositive Power
112,000
8. Shared Dispositive Power
0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
112,000
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares*
X Yes
11. Percent of Class Represented by Amount in Row 9
5.7%
12. Type of Reporting Person*
IN
<PAGE>
Walter F. Adrian
Schedule 13G
Badger Paper Mills, Inc.
This Report on Form 13G is being filed relating to the
ownership by Walter F. Adrian ("Adrian") in excess of 5% of the
outstanding common stock of Badger Paper Mills, Inc. (the
"Company"). Adrian came to have ownership of Company common
stock in excess of 5% of the outstanding shares prior to 1979,
when Section 13(g) of the Securities Exchange Act was adopted.
Adrian has fully disclosed his ownership of Company common
stock to the Company; in turn, that ownership has been reported
in the Company's proxy statements. Adrian did not become aware
of the independent filing obligations under Section 13 of the
Securities Exchange Act until very recently; this filing is being
made to formally address the Section 13 disclosure requirements.
Adrian has not had any transactions in Company common stock for
in excess of five years.
In addition, the shares reported herein exclude 26,994
shares of Company common stock (1.4% of the shares outstanding)
owned by Brian W. Adrian, Adrian's adult son with whom Adrian
shares a residence. Adrian disclaims beneficial ownership of all
shares of Company common stock owned by Brian Adrian. Brian
Adrian has not had any transactions in Company common stock for
in excess of five years.
* * *
Item 1(a) Name of Issuer:
Badger Paper Mills, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
200 West Front Street, Peshtigo, Wisconsin 54157
Item 2(a) Name of Person Filing:
Walter F. Adrian
Item 2(b) Address of Residence:
201 Emery Avenue, South, Peshtigo, Wisconsin 54157
Item 2(c) Citizenship:
United States
<PAGE>
Item 2(d) Title of Class of Securities:
Common Stock, no par value
Item 2(e) CUSIP Number:
056543 10 1
Item 3. If this statement is filed pursuant to Rules
13d-1(b) or 13d-2(b), check whether the person
filing is a:
Not Applicable
Item 4. Ownership (at December 31, 1994):
(a) Amount beneficially owned: 112,000 shares*
* Excludes 26,994 shares owned by Brian W.
Adrian. See above.
(b) Percent of Class: 5.7% (based upon the 1,956,830
shares of Company Common Stock reported as
outstanding by Company on December 31, 1994)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 112,000
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition
of: 112,000
(iv) shared power to dispose or to direct the disposition
of: 0
Item 5. Ownership of Five Percent or Less of a Class
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of
Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company
Not applicable
<PAGE>
Item 8. Identification and Classification of Members of the
Group
Not applicable.
Item 9. Dissolution of Group
Not applicable
Item 10. Certification
Not applicable
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete, and correct.
Dated: April 17, 1995
/s/ Walter F. Adrian
Walter F. Adrian
